AMENDMENT NO. 1 TO PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 23, 2024
EXPLANATORY STATEMENT
This Amendment No. 1 to Schedule 14A (the “Amendment”) is being filed to amend the definitive proxy statement (the “Proxy Statement”)
of Bain Capital Specialty Finance, Inc. (the “Company”) in connection with its 2024 Annual Meeting of Stockholders to be held on May 23, 2024, at 2:30 p.m., Eastern Time (“Annual Meeting”), which was filed with the
Securities and Exchange Commission (“SEC”) on April 22, 2024. This Amendment amends the disclosures provided in the section “Voting Information—How to Vote” as set forth on page 2 of the Proxy Statement, in the
sections “Voting Information – Quorum Required” and “Voting Information – Vote Required and How Votes are Counted” as set forth on page 3 of the Proxy Statement, and in the sections “Required
Vote” as set forth on pages 25 and 26 of the Proxy Statement, which did not characterize the effect of broker non-votes. Broker non-votes will have no effect on
Proposals 1 and 3 and may have an effect on Proposal 2, as set forth below. This Amendment should be read in conjunction with the Proxy Statement. Except as specifically amended herein, all information in the Proxy Statement remains unchanged and no
other updates have been made to the Proxy Statement.
What information regarding voting requirements at the Annual Meeting is being amended?
The Company hereby amends the Proxy Statement by replacing on Page 2 the third paragraph under the heading “Voting Information – How to
Vote” in its entirety with the following paragraph:
If your shares are held in “street name”, the broker or nominee
that holds your shares has the authority to vote them, absent your approval, only as to routine matters, of which there are none at the Annual Meeting. As a result, for all matters to be voted on at the Annual Meeting, the broker or nominee that
holds your shares will need to obtain your authorization to vote those shares and has enclosed a voting instruction form with this proxy statement. In either case, they will vote your shares as you direct on their voting instruction form. If you
fail to provide voting instructions to your broker or nominee, your shares will be “broker non-votes” and will not be counted as a vote cast either for or against Proposal 1 or 3. For Proposal 2, (i)
if the holders of 50% or less of the outstanding voting securities of the Company are present or represented by proxy, broker non-votes will have the effect of a vote cast against the proposal, and
(ii) if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy, broker non-votes will not be counted as a vote cast either for or against the
proposal. You can vote by completing the enclosed voting instruction form and returning it in the enclosed U.S. postage-prepaid envelope. If you want to vote your shares electronically via the live webcast at
the Annual Meeting, you must obtain a valid proxy from your broker or nominee. You should refer to the instructions provided in the enclosed voting instruction form for further information. Additionally, the availability of telephone or Internet
voting depends on the voting process used by the broker or nominee that holds your shares.
The Company hereby amends the Proxy Statement by replacing on
Page 3 the first paragraph under the heading “Voting Information – Quorum Required” in its entirety with the following paragraph:
A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, online or by proxy, of the
holders of at least one-third of the shares of Common Stock issued and outstanding and entitled to vote shall constitute a quorum for the Annual Meeting. There were 64,562,265.27 shares of Common Stock
outstanding on the Record Date, of which at least 21,520,539.88 must be present electronically via the live webcast or represented by proxy at the Annual Meeting in order for a quorum to be present. Those stockholders accessing the Annual Meeting
via the listen-only conference call will not be deemed to be “present” for purposes of determining a quorum for the Meeting. Broker non-votes will also not be deemed to be “present” for
purposes of determining a quorum for the Meeting.
The Company hereby amends the Proxy Statement by adding on Page 3 the below paragraph after the third
paragraph under the heading “Voting Information – Vote Required and How Votes Are Counted”:
Broker Non-Votes. Because all of the proposals at the Annual Meeting are non-routine under NYSE Rule 452, brokers will not have discretionary authority to vote on the
proposals any shares of Common Stock held in “street name” by their customers. Accordingly, any broker non-votes will not be counted as a vote cast either for or against Proposal 1 or 3. For Proposal
2, (i) if the holders of 50% or less of the outstanding voting securities of the Company are present or represented by proxy, broker non-votes will have the effect of a vote cast against the proposal, and
(ii) if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy, broker non-votes will not be counted as a vote cast either for or against the
Proposal.
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